GCI 10-K Annual Report Dec. 31, 2019 | Alphaminr
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GCI 10-K Fiscal year ended Dec. 31, 2019

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GANNETT CO., INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessNote 14 Segment ReportingItem 1A. Risk FactorsNote 6 Goodwill and Other Intangible AssetsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsNote 12 Commitments, Contingencies, and Other MattersItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsNote 16 Related Party TransactionsNote 7 IndebtednessNote 3 LeasesNote 10 Income TaxesNote 4 Acquisitions and DispositionsItem 7A. Quantitative and Qualitative Disclosures About Market RisksItem 8. Financial Statements and Supplementary DataNote 1 Description Of Business, Basis Of Presentation, and Summary Of Significant Accounting PoliciesNote 2 RevenuesNote 13 Fair Value MeasurementNote 8 Retirement PlansNote 9 Postretirement Benefits Other Than PensionNote 11 Supplemental Equity InformationNote 5 Integration and Reorganization Costs and Long-lived Asset ImpairmentsNote 15 Quarterly Statements Of Income (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.5 Agreement and Plan of Merger, dated as of August 5, 2019, by and among New Media Investment Group Inc., Gannett Co., Inc., Artic Holdings LLC and Artic Acquisition Corp. Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed August 6, 2019. 2.6 First Amendment to Agreement and Plan of Merger, dated as of October 29, 2019, by and among New Media Investment Group Inc., Gannett Co., Inc., Artic Holdings LLC and Artic Acquisition Corp. Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed October 30, 2019. 3.1 Amended and Restated Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q, filed August 2, 2018. 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K, filed November 20, 2019. 3.3 Amended and Restated Bylaws of the Company. Incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K, filed November 20, 2019. 4.1 Indenture (including Form of Note) with respect to 4.750% Convertible Senior Notes due 2024, dated as of April 9, 2018, between Gannett Co., Inc. and U.S. Bank National Association, as trustee. Incorporated by reference to Exhibit 4.1 to Legacy Gannetts Current Report on Form 8-K, filed April 9, 2018. 4.2 First Supplemental Indenture, dated as of November 19, 2019, by and among Gannett Co. Inc., New Media Investment Group Inc., and U.S. Bank National Association. Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, filed November 20, 2019. 4.3 Form of Registration Rights Agreement between New Media Investment Group Inc. and Omega Advisors, Inc. Incorporated by reference to Exhibit 4.5 to the Companys Registration Statement on Form 10/A (File No. 001-36097), filed November 8, 2013. 4.4 Registration Rights Agreement, dated as of November 19, 2019, by and among New Media Investment Group Inc. and Certain Stockholders. Incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K, filed November 20, 2019. 4.6 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934. Filed herewith. 10.1 Credit Agreement, dated as of November 19, 2019, by and among Gannett Co., Inc., Gannett Holdings LLC, each person listed as a guarantor on the signature pages thereto, the lenders from time to time party thereto and Cortland Capital Market Services LLC, as collateral agent and administrative agent. Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed November 20, 2019. 10.2 Amended and Restated Management and Advisory Agreement, dated August 5, 2019, between New Media Investment Group Inc. and FIG LLC. Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed August 6, 2019. 10.3 2020 Omnibus Incentive Compensation Plan, adopted as of February 26, 2020 Filed herewith. 10.4 Form of Nonqualified Stock Option Agreement between New Media Investment Group Inc. and Fortress Operating Entity I LP.* Incorporated by reference to Exhibit 10.38 of the Companys Annual Report on Form 10-K, filed March 19, 2014. 10.6 2015 Omnibus Incentive Compensation Plan.* Incorporated by reference to Exhibit 4.1 to Legacy Gannetts Registration Statement on Form S-3, filed June 29, 2015. 10.7 Amendment No. 1 to 2015 Omnibus Incentive Compensation Plan.* Incorporated by reference to Exhibit 10.1 to Legacy Gannetts Current Report on Form 8-K, filed May 11, 2017. 10.8 Amendment No. 2 to 2015 Omnibus Incentive Compensation Plan.* Incorporated by reference to Exhibit 10.1 to Legacy Gannetts Current Report on Form 8-K, filed May 9, 2018. 10.9 Form of Executive Officer Restricted Stock Unit Award Agreement (2019).* Incorporated by reference to Exhibit 10.1 to Legacy Gannetts Current Report on Form 8-K, filed December 12, 2018. 10.10 Form of Executive Officer Performance Share Unit Award Agreement (2019).* Incorporated by reference to Exhibit 10.2 to Legacy Gannetts Current Report on Form 8-K, filed December 12, 2018. 10.11 Form of Executive Officer Performance Unit Award Agreement (2019).* Incorporated by reference to Exhibit 10.3 to Legacy Gannetts Current Report on Form 8-K, filed December 12, 2018. 10.12 2015 Change in Control Severance Plan, as amended. Incorporated by reference to Exhibit 10.3 to Legacy Gannetts Quarterly Report on Form 10-Q, filed August 3, 2017. 10.13 Amended and Restated Executive Severance Plan, effective as of December 7, 2018. Incorporated by reference to Exhibit 10.58 to Legacy Gannetts Annual Report on Form 10-K, filed on February 27, 2019. 10.14 Offer Letter of Employment, dated August 4, 2019, by and between Gannett Co., Inc. and Paul J. Bascobert. Incorporated by reference to Exhibit 10.1 to Legacy Gannetts Current Report on Form 8-K, filed August 6, 2019. 10.15 Transition Services Agreement, dated as of January 6, 2020, by and between Gannett Co. Inc. and Allison K. Engel.* Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed January 8, 2020. 10.16 Employment Retention Agreement, dated as of January 15, 2019, by and between Gannett Co., Inc. and Alison K. Engel.* Incorporated by reference to Exhibit 10.1 to Legacy Gannetts Current Report on Form 8-K, filed January 18, 2019. 10.17 Amended and Restated 401(k) Savings Plan of Gannett Co. Inc. as of January 1, 2019. Incorporated by reference to Exhibit 4.16 to the Companys Post-Effective Amendment to Registration Statement on Form S-8 (Registration No. 333-233509), filed November 21, 2019. 10.18 Amendment No. 1 to 401(k) Savings Plan of Gannett Co. Inc. as of January 1, 2019. Incorporated by reference to Exhibit 4.17 to the Companys Post-Effective Amendment to Registration Statement on Form S-8 (Registration No. 333-233509), filed November 21, 2019. 10.19 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals.* Incorporated by reference to Exhibit 10.8 to Legacy Gannetts Current Report on Form 8-K, filed June 30, 2015. 10.20 Amendment No. 1 to 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals.* Incorporated by reference to Exhibit 10.2 to Legacy Gannetts Current Report on Form 8-K, filed June 6, 2017. 10.21 Amendment No.2 to 2015 Deferred Compensation Plan Rules forPre-2005Deferrals.* Incorporated by reference to Exhibit 10.2 to Legacy Gannetts Current Report on Form 8-K, filed August 1, 2018. 10.22 Amendment No. 3 to 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals.* Incorporated by reference to Exhibit 10.4 to Legacy Gannetts Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. 10.23 Amendment No. 6 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals. Incorporated by reference to Exhibit 4.12 to the Companys Post-Effective Amendment to Registration Statement on Form S-8 (Registration No. 333-233509), filed November 21, 2019. 10.24 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.* Incorporated by reference to Exhibit 10.9 to Legacy Gannetts Current Report on Form 8-K, filed June 30, 2015. 10.25 Amendment No. 1 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.* Incorporated by reference to Exhibit 10.1 to Legacy Gannetts Current Report on Form 8-K, filed December 2, 2016. 10.26 Amendment No.2 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.* Incorporated by reference to Exhibit 10.1 to Legacy Gannetts Current Report on Form 8-K, filed June 6, 2017. 10.27 Amendment No. 3 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.* Incorporated by reference to Exhibit 10.1 to Legacy Gannetts Current Report on Form 8-K, filed August 1, 2018. 10.28 Amendment No. 4 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.* Incorporated by reference to Exhibit 10.2 to Legacy Gannetts Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. 10.29 Amendment No. 5 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.* Incorporated by reference to Exhibit 10.21 to Legacy Gannetts Annual Report on Form 10-K, filed on February 27, 2019. 10.30 Amendment No. 6 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals. Incorporated by reference to Exhibit 4.12 to the Companys Post-Effective Amendment to Registration Statement on Form S-8 (Registration No. 333-233509), filed November 21, 2019. 10.31 Form of Indemnification Agreement to be entered into by New Media Investment Group Inc. with each of its executive officers and directors. Incorporated by reference to Exhibit 10.11 to the Companys Registration Statement on Form 10/A (File No. 001-36097), filed November 8, 2013. 10.32 Amended and Restated Warrant Agreement dated January 15, 2014 between New Media Investment Group Inc. and American Stock & Transfer Company, LLC. Incorporated by reference to Exhibit 10.37 to the Companys Registration Statement on Form S-1/A (Registration No. 333-192736), filed January 28, 2014. 21.1 List of subsidiaries. Filed herewith. 23.1 Consent of Ernst & Young LLP. Filed herewith. 31.1 Rule 13a-14(a)/15d-14(d) Certification of Principal Executive Officer under the Securities Exchange Act of 1934. Filed herewith. 31.2 Rule 13a-14(a)/15d-14(d) Certification of Principal Financial Officer under the Securities Exchange Act of 1934. Filed herewith. 32.1 Section 1350 Certification of Principal Executive Officer. Filed herewith. 32.2 Section 1350 Certification of Principal Financial Officer. Filed herewith.